France, as a member state of the European Union (“EU”), has its equity capital markets framework shaped to a very large extent by EU law. The main national sources of law are the French Commercial Code (Code de commerce), the French Monetary and Financial Code (Code monétaire et financier) and the AMF General Regulation (Règlement Général de l’AMF).

The key regulator is the French Financial Markets Authority (Autorité des Marchés Financiers, “AMF”), an independent French public authority that supervises French financial markets, issues sanctions when required, and publishes a body of additional doctrine treated in practice as hard law. At EU level, the European Securities and Markets Authority (“ESMA”) publishes guidelines assisting national regulators.

Securities are mainly traded on stock exchanges and multilateral trading facilities (“MTF”). The main platforms for trading listed shares in France are operated by Euronext S.A.:

• Euronext Paris, a regulated market divided into three segments by market capitalization (Segment A: above €1bn; Segment B: between €150M and €1bn; Segment C: below €150M), plus a professional segment excluding retail investors;
• Euronext Growth Paris, an MTF qualifying as an organized MTF and as a small and medium-sized companies (“SME”) growth market;
• Euronext Access+ Paris, an intermediate MTF intended for start-ups and growing SMEs preparing for a transfer to Euronext Growth or Euronext Paris;
• Euronext Access Paris, an MTF offering simplified access to capital markets.

The regulated market is subject to comprehensive regulation at both EU and national levels; MTFs are subject to fewer formal requirements, though most key regulations still apply, including market abuse rules.

The primary EU regulations governing equity capital markets are:

• Regulation (EU) No 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “Prospectus Regulation”). Note that Regulation (EU) 2024/2809, effective 4 December 2024 (the “Listing Act”) has introduced targeted amendments to the Prospectus Regulation, notably simplifying the EU Growth Prospectus, which became the “EU Growth Issuance Prospectus”, and creating a new simplified prospectus regime for secondary issuances named the “EU Follow-on prospectus”;
• Regulation (EU) No 596/2014 on market abuse (the “Market Abuse Regulation” or “MAR”) – preventing and sanctioning market abuse behaviors such as insider dealing and market manipulation;
• Directive 2004/109/EC (the “Transparency Directive”) – covering periodic/ongoing disclosure obligations for regulated market issuers;
• Directive No 2014/65/EU (the “MiFID II”) and Regulation (EU) 600/2014 (the “MiFIR”) – governing trading venues, investor protection and equity market transparency.

To the extent not already described in Question 1, French debt capital markets are generally subject to the same EU harmonized architecture and the same supervisory set up (notably, the AMF as the French national competent authority, with ESMA supporting supervisory convergence). In practice, the main differences for debt capital markets relate to the Prospectus Regulation framework as applied to non equity securities (including bonds and notes), which contains debt capital markets specific calibrations and commonly used exemptions in wholesale issuances.

Disclosures requirements for non-equity securities are set out in Regulation (EU) 2019/980, which supplements the Prospectus Regulation (to be amended shortly to incorporate the amendments introduced by the Listing Act). Finally, certain debt products and issuance structures may trigger additional EU regimes that are not typically central for equity markets, notably the EU securitization framework under Regulation (EU) 2017/2402 and the EU covered bond framework under Directive (EU) 2019/2162.

France has no self-regulatory organizations with delegated regulatory powers, such as FINRA, in its capital markets. However, the operator of a regulated market or MTF (such as Euronext) adopts and enforces its own market rules. They take the form of rulebooks published by the operator, and enforced by the latter. This is not delegated public authority, but it is a significant form of private self‑regulation within the EU framework.

In France, the prospectus regime is governed by the Prospectus Regulation (as amended) and supervised by the AMF; where applicable, a prospectus must be approved notably for admissions to trading on a regulated market, while admission to trading on a MTF alone does not trigger this requirement, and for public offerings. However, various exemptions apply, allowing issuers to rely on lighter information documents instead of a full prospectus.

Common exemptions include offerings to qualified investors only, to fewer than 150 persons per Member State, or involving minimum subscriptions or denominations of 100K, as well as certain corporate actions (e.g., mergers, exchange offers, scrip dividends and employee share plans). Depending on the exemption and transaction, issuers may be required to publish a lighter information document, although in some cases no specific document is required.

From a size threshold perspective, French law initially provided an €8M threshold over 12 months. Effective 5 June 2026, the Listing Act raises the EU exemption threshold for public offerings to €12M, which becomes the new exemption threshold in France.

In addition, the Listing Act introduced, with effect from 4 December 2024, targeted exemptions for certain follow-on issuances and admissions involving issuers already admitted to trading, notably for offerings representing less than 30% of existing securities and for fungible securities where the issuer has been listed for at least 18 months (covering certain admissions and public offerings on regulated markets and SME growth markets). These exemptions are subject to conditions, including absence of insolvency proceedings, and require the publication of a standardized information document (maximum 11 pages) filed with, but not to be approved by, the AMF.

Insider trading is essentially governed by the Market Abuse Regulation, its implementing regulations and delegated regulations, as well as by the positions and recommendations of ESMA and the AMF.

The Market Abuse Regulation defines an inside information as an information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments.

MAR prohibits insider trading. Issuers must disclose inside information as soon as possible, unless they defer publication where:

• immediate publication is likely to harm the legitimate interests of the issuer;
• the delay in publication is not likely to mislead the public; and
• the issuer is able to ensure the confidentiality of the said information.

Note that as from 5 June 2026, following the implementation of the Listing Act, the condition allowing an issuer to defer publication of inside information where the delay is not likely to mislead the public is replaced by a requirement that such information is not in contradiction with prior public communications on the same matter. In addition, issuers will be exempt from immediate publication of inside information relating to the intermediate stages of a multi-stage process (e.g., long-term M&A), with disclosure required only once final circumstances or events have occurred; where publication has been deferred, the issuer must inform the AMF, which may request additional explanations.

The issuer shall also (i) draft a list of insiders in the form set out by the Implementing Regulation (EU) No 2016/347 of 10 March 2016, (ii) notify persons registered as insiders on such list, (iii) promptly update the insider list when necessary, and (iv) provide the insider list to the AMF upon request. It should be noted that the Listing Act extends the alleviated insider list format (previously reserved for SME growth market issuers) to all issuers, and ESMA submitted in October 2025 a draft implementing technical standard to the European Commission which would reduce the number of insider list templates from five to three and simplify the personal data required. This new format is expected to apply from 5 June 2026.

MAR also provides for additional obligations to the issuer and its management team to prevent any market abuse behaviors, such as:

PDMR transactions reporting: Person Discharging Managerial Responsibilities (“PDMRs”), (e.g., mainly CEO and board members) and the Persons Closely Associated to PDMRs (“PCAs”) must notify the AMF and the issuer of transactions carried out on their own account in the issuer’s financial instruments;

Negative windows: PDMRs are prohibited from trading during 30-day periods preceding the publication of annual and half-year results; the AMF also recommends a 15-day period before quarterly disclosures. Issuers may extend these periods, although, since 4 December 2024, certain transactions may be permitted during closed periods where they are not based on active investment decisions or arise from predefined conditions or external factors.

Finally, although it is not compulsory, it is highly recommended that issuers draw up a stock market code of conduct in order to inform corporate officers, top executive managers, and more generally senior managers and all employees who may have access to inside information, of the main applicable laws and regulations relating to the prevention of market abuses.

The information provided to the public in the prospectus shall (i) not be defective, i.e., it shall not contain false or misleading information, (ii) be accurate, (iii) be precise, and (iv) be fair.

That being said, in the event of inaccurate, imprecise, or unfair information, the issuer is liable to a fine of up to (i) €100M or (ii) ten times the amount of the benefit derived from the breach if it can be determined. With certain exceptions, the sanction decision is published on the AMF’s website, at the issuer’s expense.

Furthermore, the disclosure by any person, by any means, of information giving false or misleading signals as to the situation or prospects of an issuer, or as to the offer, demand or price of a financial instrument, or likely to set the price of a security at an abnormal or artificial level, is punishable by (i) five years’ imprisonment (increased to ten years if committed by an organized criminal group) and (ii) a fine of up to €100M, which may be raised to ten times the benefit derived from the offence or to 15% of annual turnover (for legal entities). The scope of application is broad, covering the issuer, its management, statutory auditors, etc.

Shareholders of listed companies acquire rights including:

Right to information: shareholders may consult legal and financial documents before any general meeting (board of directors’ report, auditors’ report, financial statements, proposed resolutions). They may also submit written questions and, subject to shareholding thresholds, add draft resolutions to the agenda;

Right to attend general meetings: any shareholder can attend the general meeting of a company in which they hold shares;

Voting right: proportional to shareholding, subject to exceptions (e.g., double voting rights, preferred shares);

Right to dividends: the general meeting may decide to distribute profits;

Right to defend the company’s interests: shareholders can bring court actions on their behalf or that of the company and seek the cancellation of decisions or dismissal of management in case of serious mismanagement.

Debt security holders have more limited rights than equity holders:

• Right to attend general meetings of bondholders: to deliberate on measures ensuring bondholder and bond issue performance;
• Voting rights: bondholders may exercise their voting rights at general meetings of bondholders;
• Financial rights: bondholders have a right to interest, calculated on the nominal amount of the bond.

French law does not recognize bondholders’ individual right to information, but only a collective right, which is exercised through a collective representative body which has legal personality. The representative body has the power to carry out, on behalf of the group, all acts of management to defend the common interests of the bondholders. However, they may not interfere in the company’s management and, although they have access to general meetings of shareholders, they do not have the right to vote during such meetings.

The French IPO market remains highly selective. In Q1 2026, two IPOs were completed (Rising Stone and IEVA Group) for a combined €42.8M.

In debt markets, funding conditions are expected to remain structurally elevated in 2026, driven by significant refinancing needs and limited scope for further spread compression. While episodes of volatility may offer tactical issuance windows, the overall trend points to persistently high borrowing costs.

Overall, debt financing remains more accessible than equity in France in 2026, while the equity market awaits a clearer geopolitical and macroeconomic environment before a meaningful rebound in IPO activity can materialize.

The main requirements for listing a company on Euronext Paris are as follows:

• Publication of a prospectus approved by the AMF (or another EU member state regulator under a prospectus passport);
• Listing agent to be appointed;
• Free float: upon listing, at least 25% (such threshold being reduced to 10% as from 5 December 2026) of the class of shares in respect of which application is made shall be distributed to the public (or at least 5% representing at least €5M); and
• Financial statements: audited annual financial statements (consolidated, where applicable) for the preceding three financial years, prepared under IFRS or local GAAP.

The main requirements for listing a company on Euronext Growth Paris are as follows:

• Publication of a prospectus, if required, or an information document;
• Listing sponsor to be appointed;
• Free float: a minimum amount of €2.5M shall be available for trading; and
• Financial statements: audited annual financial statements (consolidated, where applicable) for the preceding three financial years, prepared under IFRS or local GAAP.

The criteria set out above are supplemented by the below criteria in case of a dual listing on:

Euronext Paris: Euronext shall have entered into an agreement with the regulated market on which the issuer’s securities are already listed that defines the specific conditions of dual listing;

Euronext Growth Paris: the issuer shall provide Euronext Growth with a detailed description of its shareholders to prove that the securities have already been listed and a certificate from its listing sponsor showing that it has satisfied and continues to satisfy the reporting and disclosure requirements of the market on which its securities are already admitted to trading.

For planning purposes, assume an end to end IPO timeline of roughly four to six months from kick off to settlement, with workstreams running in parallel: preparation/due diligence and governance; drafting and AMF review of the prospectus; investor education/intention to float (ITF); bookbuilding and pricing; then admission to trading on Euronext Paris and settlement.

Euronext listing fees combine a €20k-€100k upfront payment and a variable admission fee (capped at €2.5M), resulting in total exchange fees typically ranging from c. €100k to €2.5M+ depending on market capitalization; overall IPO costs, including legal, banking and audit fees, are significantly higher and depend on deal size and structure.

French law incentivizes long-term shareholding through double voting rights granted to shares held in registered form for more than two years, applicable by default to Euronext Paris issuers unless opted out in the by-laws, and on an opt-in basis for issuers listed on Euronext Growth and other MTFs. In addition, French companies may issue non-voting preferred shares, subject to statutory caps (50% of share capital for Euronext Growth and other MTFs, and 25% for Euronext Paris).

French listed companies are authorized to issue preferred shares with multiple voting rights at the time of the IPO to a specific and named list of beneficiaries, for a duration not exceeding 10 years, renewable once for up to 5 years by decision of the shareholders’ general meeting. This mechanism is exclusively available at the time of the first admission to trading on a regulated market or MTF, and is not available to already-listed companies. Regarding the voting ratio, a cap of 25 votes to 1 applies to companies admitted to trading on an MTF.

The Listing Act introduced Directive (EU) 2024/2810 of 23 October 2024 on multiple voting share structures for companies seeking admission to trading on an MTF. France has already anticipated this transposition through the Law 2024-537 (loi attractivité) and has gone further by extending the authorization to regulated markets, as described above.

In addition to the shareholders’ rights described in Question 7 above, minority shareholders are protected by the following mechanisms, which are based on the principle of shareholder equality.

Mandatory tender offer / mandatory buy-out offer (offre publique obligatoire):

Mandatory offers: on Euronext Paris, a mandatory tender offer is triggered upon crossing 30% of capital/voting rights or, between 30% and 50%, by a >1% increase within 12 months; on Euronext Growth, the threshold is 50%. The offer price must be at least equal to the highest price paid over the previous 12 months.

Conversion into a limited partnership with shares: the controlling shareholder(s) or general partner(s) must launch a buy-out offer upon shareholder approval of the conversion of a listed public limited company (société anonyme) into a limited partnership with shares (société en commandite par actions).

AMF scrutiny: majority shareholders must inform the AMF of significant changes to the company’s by-laws or financial structure, which may lead the AMF to require a public buy-out offer.

Mandatory sell-out offer (offre publique de retrait):

If the majority shareholders hold at least 90% of the share capital or voting rights on Euronext Paris, the minority shareholders may ask the AMF to require a buy-out offer.

There is no standalone takeover code in France. The applicable regime stems from a combination of sources, primarily the French Monetary and Financial code and the general regulation established by the AMF (RG AMF), together with the transposition of EU Directive 2004/25/CE on takeover bids.

French law does provide for a squeeze-out mechanism. Following a public tender offer, an offeror holding more than 90% of the voting rights and share capital of a company listed on Euronext Paris or Euronext Growth may require the remaining minority shareholders to transfer their shares, in exchange for compensation, within three months of the close of the offer.

As a general rule, significant transactions (whether in size or strategic) must be disclosed by press release upon execution of binding documentation (see Question 5 on inside information). In addition, certain public M&A transactions (e.g., mergers, demergers, tender offers) require specific disclosure documents, while securities issuances generally involve a prospectus or, where exempt, a lighter information document or AMF-compliant press release (see Question 4).

Finally, regardless of the type of transaction, any direct or indirect crossing, upwards or downwards, of the legal thresholds of (i) 5%, 10%, 15%, 20%, 25%, 30%, 1/3, 50%, 2/3, 90%, and 95% of the share capital or voting rights of an issuer whose shares are listed on Euronext Paris, or (ii) 50% and 90% of the share capital or voting rights of an issuer whose shares are listed on Euronext Growth Paris, by a shareholder acting alone or in concert, must be reported to the company and AMF. Additional thresholds might be set out in the issuer’s by-laws, whose crossing shall be reported only to the company.

To prevent conflicts of interest, French corporate law imposes strict controls, in the form of a requirement for prior authorization, on agreements entered between a French company and its “’related parties”. Any agreement (including amendments or renewals) entered into, directly or through an intermediary, between a company and its corporate officers or shareholders holding more than 10% of the voting rights or, in the case of a corporate shareholder, the company controlling it, shall be (i) subject to prior authorization by the board of directors, (ii) communicated to statutory auditors so they can issue a special report, and (iii) subject to subsequent approval by the shareholders’ general meeting. The same applies where a related party or where a corporate officer is an owner, partner with unlimited liability, manager, director, or board member of the counterparty.

For Euronext Paris-listed companies, a specific disclosure of the agreement’s main terms must be made on the company’s website on the day it is executed or amended.

Certain agreements may be entered into freely and are not subject to the above-mentioned internal control procedure. This applies to agreements entered in the ordinary course of business and on arm’s length terms, assessed on a case-by-case basis by the board of directors, as well as agreements concluded with a wholly-owned subsidiary.

Related parties’ agreements authorized in previous financial years and remaining in force during the last financial year shall be reviewed annually by the board and reported to the statutory auditors. Companies listed on Euronext Paris must also annually review agreements entered in the ordinary course of business to confirm whether they still qualify as such.

Listed companies shall shortly disclose related parties’ agreements in their annual financial reports, it being noting that the notion of “related parties’ transactions” is broader under accounting standards than under the above legal provisions. Such transactions must also be disclosed in prospectuses.

Certain other agreements entered between a company and, whether directly or through an intermediary, “related parties”, are totally prohibited (except for affiliates). For example, the company shall not (i) grant a loan or open a debit current account on behalf of its “related parties”, as it may constitute misuse of corporate assets, or (ii) have their commitments to third parties guaranteed or endorsed.

Substantial or controlling shareholders of listed companies have no specific legal obligations due to their level of shareholding, except to disclose any significant shareholdings as any other investors. See Question 14 above in this respect.

French case law nevertheless ensures that shareholders do not use their position of control to take decisions contrary to the interests of the company and minority shareholders, through the concept of “abuse of majority voting rights” (abus de majorité). This requires two cumulative elements: (i) the corporate decision must be contrary to the company’s interests; and (ii) it must intentionally breach equality between shareholders, with the sole aim of procuring an advantage for the majority shareholder(s) to the detriment of minority shareholders. In practice, this is most often invoked in the event of systematic retention of profits, coup d’accordéon share capital restructuring operations, or excessive management compensation.

Finally, from a securities law perspective, any person acting alone or in concert who comes to hold more than 30% of the share capital or voting rights of a company listed on Euronext Paris is required to file a mandatory tender offer for the remaining shares.

Save for regulatory-driven amendments that may be implemented directly by the Board of Directors or the Supervisory Board in public limited companies (sociétés anonymes), any change to the by-laws requires shareholder approval at an Extraordinary General Meeting (“EGM”), typically by a two-thirds majority of votes cast. Transactions affecting share capital (e.g., share capital increases, equity-linked issuances, mergers or demergers) therefore require EGM approval, although shareholders usually grant delegations of authority or powers to the board for such matters.

In addition, under AMF doctrine and corporate governance codes (AFEP-MEDEF, AFG), disposals of significant assets by Euronext Paris listed companies should be submitted to an advisory shareholder vote at an Ordinary General Meeting, requiring a simple majority.

Despite the absence of such obligation, the AMF strongly recommends listed companies to refer to a corporate governance code on a “comply or explain” basis; the most used codes are the AFEP-MEDEF code and the Middlenext code.

Under the AFEP-MEDEF code, designed for large listed companies, independent directors should represent half of the board in widely held companies and at least one-third in controlled companies, with the following criteria:

• not to have held an office or a position within the company or the group during the last five years;
• not to be a customer, supplier, commercial banker, investment banker or consultant that is significant to the company or to which the company is a significant client;
• not to have close family ties with a corporate officer;
• not to have been a statutory auditor of the company during the last five years;
• not to have been a director of the company for more than twelve years.

Under the Middlenext code, designed for listed SMEs and family companies, at least two directors must be independent, based on the following criteria:

• not to have been in the last five years and not to be an employee or executive officer of the company or a company in its group;
• not to have been within the last two years and not to be in a significant business relationship with the company or its group (customer, supplier, competitor, service provider, creditor, banker, etc.);
• not to be a reference shareholder of the company or hold a significant percentage of voting rights;
• not to have close relationship or a family connection with a corporate officer or a reference shareholder;
• not to have been the company’s statutory auditor for the last six years.

Where a prospectus is required for an equity offering, it must include audited financial statements for the last two financial years (or a shorter operating period), including the company’s financial statements or, if applicable, the consolidated accounts. If the prospectus is prepared more than nine months after the last audited accounts, interim financial information covering at least the last six months must be included, together with pro forma financial statements in case of significant changes in the accounting perimeter.

For EU Growth and Follow-On prospectuses, only annual audited (and, where relevant, half-yearly) financial statements published in the preceding 12 months are required.

Financial statements must be prepared under IFRS for Euronext Paris, while IFRS or French GAAP may be used for issuers listed on Euronext Growth or other MTFs.

The main ESG and sustainability requirements in France relate to (i) sustainability reporting and (ii) corporate due diligence obligations, both at the EU level and national level.

The Non-Financial Reporting Directive 2014/95/EU (“NFRD”) has been replaced by the Corporate Sustainability Reporting Directive (EU) 2022/2464/EU (“CSRD), which requires in-scope companies to publish comprehensive sustainability information under the European Sustainability Reporting Standards (“ESRS”).

The first wave applies from the financial year beginning on 1 January 2024 to listed companies that qualify as large undertakings or parent companies of a large group, provided that the average number of employees during the financial year exceeds 500.

Waves 2 and 3, initially scheduled to apply as from the financial years beginning on 1 January 2025 and 1 January 2026 respectively, have been postponed by two years pursuant to the “Stop-the-Clock” Directive (Directive (EU) 2025/794 of 14 April 2025), transposed in France through the DDADUE 2025 law (law n° 2025-391 du 30 April 2025).

However, Directive (EU) 2026/470 of 24 February 2026 (“Omnibus Content”) broadened the scope of sustainability reporting. The obligation now applies to (i) EU standalone undertakings and EU parent undertakings of a group with net turnover exceeding €450M and more than 1,000 employees; and (ii) EU subsidiaries and branches with net turnover exceeding €200M belonging to a third country group whose net turnover whose EU net turnover exceeded €450M in each of the last two consecutive financial years.

The Corporate Sustainability Due Diligence Directive 2024/1760 (“CS3D”) establishes obligations for in-scope companies regarding actual and potential adverse human rights and environmental impacts across their operations, subsidiaries, and business partners in their chains of activities.

The “Stop-the-Clock” Directive postponed both the transposition deadline and initial application. In addition, CS3D has been significantly scaled back under Omnibus Content: it now applies only to EU companies with more than 5,000 employees and €1.5 billion in net turnover, non-EU companies generating the same turnover in the EU, and companies (or ultimate parent companies) involved in franchising or licensing in the EU with royalties exceeding €75M and more than €275M net EU turnover.

The French devoir de vigilance law of 27 March 2017 (law n°2017-399) requires large companies – those with more than 5,000 employees in France or over 10,000 worldwide – to publish and implement a due diligence plan addressing human rights and environmental risks across their operations, direct and indirect subsidiaries, subcontractors and suppliers with which it maintains an established commercial relationship.

EU Member States are required to implement the provisions of Omnibus Content by 19 March 2027, except for the provisions related to the CS3D which must be transposed by 26 July 2028 (compliance required from 26 July 2029).

French law does not recognize the legal status of the trust. However, French law has developed a relatively similar legal structure: the fiducie (i.e., a French law-based trust) and fonds commun de titrisation (i.e., a securitization fund).

The fiducie enables assets, rights and/or security interests to be transferred to a fiducie agent (fiduciaire) for the benefit of a beneficiary. It protects the assets transferred to the fiducie by isolating them from the issuer’s financial risks and enables flexible asset management. It is particularly useful in the event of insolvency proceedings.

The fiducie can be a fiducie-gestion (management fiducie), where the fiduciaire must protect the debt securities it has been entrusted with and manage them as if they were its own under the terms and conditions specified in the fiducie agreement.

The fiducie can also take the form of a fiducie-sûreté (guarantee fiducie), with the view to setting up a strong guarantee to the benefit of the debt securities holders in case of default of the issuer. The fiduciaire mainly conducts a mission of protecting the assets transferred to the fiducie, making them almost unseizable by other creditors of the issuer, before releasing such secured assets to the beneficiaries under specific conditions when the fiducie reaches its term.

To the extent applicable (excluding certain issuers such as securitization vehicles or credit institutions), the most common credit enhancement mechanisms for corporate bonds (including stand-alone bonds, EMTNs and EuroPP) include: (i) securities, notably pledges (including over securities accounts), financial collateral arrangements (over cash or financial instruments) and guarantees granted by third parties; (ii) liquidity facilities (including reserve accounts and committed lines) providing prefunded or standby cash to cover interest and priority payments in case of temporary shortfalls; (iii) subordination mechanisms, whether contractual, structural or transactional, whereby junior debt or equity absorbs losses ahead of senior instruments; and (iv) covenants, i.e., contractual undertakings restricting certain actions or imposing obligations on the issuer (and sometimes its group) to preserve its financial position.

Depending on the debt offering structure (direct or through an SPV), its principal amount and other factors relating to the issuer or its group (financial soundness, existence of other secured financings, type of assets and their liquidity, jurisdiction, etc.), different type of credit enhancement measures will be required from the issuer.

Terms and conditions of debt securities typically include financial covenants, negative pledges, limitation on additional indebtedness, restrictions on dividends, activities, investments and divestments, and change-of-control clauses. Their purpose is to ensure that the issuer maintains a sound financial position, or to protect creditors against the risks associated with a sudden and potentially destabilizing change.

The prevailing trend in France is toward a loosening of covenant protections. Covenant-lite structures have moved down the deal-size spectrum, and key protective terms around debt incurrence, restricted payments and EBITDA adjustments, voting controls, disposals and value leakage, guarantee and security package have been progressively eroded.

On the regulatory side, the upcoming application of IFRS 18 (effective 1 January 2027) could impact restrictive covenants and banking clauses tied to performance ratios, as it introduces a restructured income statement with new standardized subtotals.

In France, companies pay corporate income tax at 25% (impôt sur les sociétés, “IS”) on interest on debt securities, while individuals declare them as part of their income tax (impôt sur le revenu, “IR”) according to two options: the progressive scale of IR or the 12.8% rate-tax (prélèvement forfaitaire unique, “PFU”), also known as “flat tax”.

Interest income paid to individuals is also subject to social security contributions which, since 1 January 2026, stand at the overall rate of 18.6%, bringing the total taxation to 31.4% when subject to the PFU. Such taxes/contributions of 31.4% are generally first levied at source by the interest payor and, to avoid double taxation, they can be offset against the final tax burden of the taxpayer for a given year, which includes the interest income.

Interest paid to non-residents companies or individuals are generally exempt of withholding tax pursuant to French domestic law but will also depend on the tax treaties. As an exception, interest can be subject to a 75% withholding tax if paid to an account situated in a black-listed country (the list of which is updated every year).

With respect to prospectus requirement or, where applicable, prospectus exemptions, the same rules apply to equity securities, equity-linked securities, and debt securities, although debt securities offerings will often use exemptions based on the securities’ minimum denomination of at least €100k or the minimum subscription amount of at least €100k. Equity prospectus and debt prospectus are relatively similar. See Question 4 above regarding prospectus requirements and exemptions.

The listing requirements and process differ whether the debt securities are corporate bonds, asset-backed securities, covered bonds, high-yield bonds, EMTNs, commercial papers, or ESG bonds.

The main requirements for listing bonds on Euronext Paris are as follows:

• Publication of a prospectus, if required, approved by the AMF (or another EU member state regulator under a prospectus passport);
• Minimum nominal amount of the bonds issue on admission: €5M in case of a public offering of bonds or €200k for all other types of admission of bonds (i.e., without any public offering), it being specified that these minimum amounts do not apply in the case of tap issues where the amount of the issue is not fixed;
• Pari passu ranking and admission of all bonds of the same class;
• Issuers qualifying as SMEs requesting an admission to trading of bonds via a public offering shall obtain a credit rating.

The main requirements for listing bonds on Euronext Growth Paris are as follows:

• Publication of a prospectus, if required, or an information document;
• Listing sponsor to be appointed in certain cases;
• Minimum nominal amount of the bonds issue on admission: €200k, except if all bonds of the same class are already listed, and it being specified that this minimum amount does not apply in the case of tap issues where the amount of the issue is not fixed;
• Pari passu ranking and admission of all bonds of the same class.

MAR’s provisions, including the disclosure obligation as soon as inside information arises, apply to bond issuers and bonds. See Question 5 above regarding market abuse regulation.

Continuing obligations of bond issuers are less burdensome than those of equity securities issuers. Their main obligation is to publish a yearly financial report and a half-yearly financial report.

In France, foreign issuers may carry out a public offering and/or seek admission to trading under essentially the same framework as French issuers: where the prospectus regime applies, a compliant prospectus must be prepared and approved by the AMF (where competent). From a practical standpoint, language is key: prospectuses may be drafted in French or English, but a French summary is required where the document is in another language.

Once admitted to trading, continuing obligations are not nationality-based, as the AMF defines “issuer” functionally. Foreign issuers admitted on a French regulated market must appoint a French correspondent to liaise with the AMF. For non-EEA issuers, the main distinction lies in the possibility of equivalence-based exemptions from certain reporting requirements, subject to AMF assessment; however, equivalent information must still be disclosed. Where an exemption is granted, the issuer must still disseminate, store and file the information deemed equivalent.

Public markets remain a viable but limited exit strategy for private equity investors in France in S1 2026.

After a subdued period for IPOs with only six listings on Euronext Growth in 2023 and four new listings in 2024, Euronext Paris nonetheless saw fundraising reach approximately €700M in 2024 (+74% year-on-year), driven by several fund-sponsored deals that delivered strong post-IPO performances. In 2025, the French IPO market remained well below its historical levels: only two transactions were completed, reflecting the persistent caution of issuers.

Structural headwinds persist: uncompetitive valuations on European public markets compared to sponsor-to-sponsor buyouts, limited visibility, insufficient liquidity, volatility making market timing difficult, increased institutional investor selectivity, more restrictive financing conditions and prohibitive listing costs for mid-market companies.

Nonetheless, IPOs are still a credible strategic option under the right conditions: favoring partial IPOs over full disposals, setting an introductory price that serves as an attractive entry point for public investors, rigorously preparing the equity story and governance framework. IPOs offer three key advantages for companies: an optimized valuation, as public markets allow firms with high growth potential to command elevated multiples, immediate liquidity, as IPOs eliminate the illiquidity discount typically applied to private assets, and enhanced visibility.

The current regulatory trend in France pursues both objectives simultaneously: expanding oversight and simplifying requirements.

On the simplification front, there are several indications of a clear drive to simplify:

The Listing Act simplifies requirements for listed issuers and listing candidates by notably broadening prospectus exemptions and creating two new types of limited prospectuses (see Question 4 above) and softening the reporting obligations regarding PDMR transaction and protracted processes (refers to Question 5).

The transition to T+1 settlement by October 2027 also falls within this competitiveness-driven simplification agenda.

The AMF has also simplified its doctrine (removal of the mandatory French translation of prospectuses, flexible indicative price ranges), committed to avoiding gold-plating of EU rules, actively contributes to streamlining sustainability reporting (see above) and is simplifying operating rules for asset management (fund management company, the attractiveness of the fund regime in France).

The Lightning Stock Exchange (“LISE”) is a next-generation French stock exchange built on distributed ledger technology (“DLT”), designed to facilitate access to capital for French SMEs and mid-caps (maximum fundraising of €12M). Launched in 2026, it enables listing through natively tokenized shares, with a fully digitized IPO process at lower cost, instant settlement (T+0), and 24/7 operation.

On the expanding oversight front, the AMF advocates for an enhanced role for ESMA, with direct supervisory powers over large cross-border entities (pan-European market infrastructures, global crypto-asset service providers (Prestataires de Services sur Crypto-Actifs, “CASP”), large asset management groups), inspired by the Single Supervisory Mechanism for banking. This oversight, reflected in the Market Integration Package, aims to protect savings and investments while removing barriers to cross-border trade.

A legislative bill tabled on 16 September 2025 strengthens the AMF’s enforcement toolkit: online surveillance powers, administrative injunctions, domiciliary visits, and a new settlement mechanism for minor breaches. The AMF has also increased its human resources dedicated to the fight against money laundering and terrorist financing (AML-CFT).

France’s crypto-asset regulatory regime now rests primarily on Regulation (EU) 2023/1114 on Markets in Crypto-Assets (“MiCA”) and Regulation 2023/1113 on information accompanying transfers of funds and certain crypto assets (“ToF”).

MiCA establishes a harmonized EU-wide framework covering transparency and disclosure for the issuance, public offering, and admission to trading of crypto assets on a trading platform; (ii) authorization and supervision of CASP and issuers, protection of crypto asset holders, and measures to prevent insider dealing, unlawful disclosure of inside information, and market manipulation. In France, the competent authority responsible for granting CASP authorizations is the AMF.

Before 30 December 2024, France created its own status of digital asset service provider (known as Prestataire de Services sur Actifs Numériques, “DASP”) with the 2019 PACTE Law (Law No. 2019-486 of 22 May 2019). The DASP status has been replaced by the CASP status since 30 December 2024.

France is in the final stage of transitioning from its earlier national regime to the MiCA framework. Existing DASP-registered entities may continue their operation until 30 June 2026, by which date they must have obtained CASP authorization. The AMF supervises this process and maintains a public whitelist and blacklist of authorized and unauthorized providers.

At the national level, France has complemented MiCA, mainly by amending its Monetary and Financial Code. These provisions classify crypto assets as intangible negotiable assets (biens incorporels négociables), establish rules on ownership transfer via DLT (technologie des registres distribués) inscription, and create a comprehensive regime for the pledge of crypto assets. These provisions enter into force on 1 July 2026.

The AMF has called for a review of MiCA to ensure more effective supervision of crypto asset markets, whilst advocating for certain flexibility. The European Commission is required to present a report on the application of MiCA by 30 June 2027, potentially accompanied by further legislative proposals. In parallel, EU institutions and regulators have identified decentralized finance (DeFi) and non-fungible tokens (NFTs) as areas that may require future regulatory action.

ToF lays down rules on the information on originators and beneficiaries accompanying transfers of crypto assets (including names, distributed ledger address, and relevant crypto asset account identifiers), along with rules on internal policies, procedures and controls to ensure implementation of EU and national restrictive measures.